Dominari Holdings Inc.

(212) 393-4540

PROXY STATEMENT

FOR

2025 ANNUAL MEETING OF STOCKHOLDERS

December 10, 2025

Your proxy is solicited by our Board of Directors (the “Board”) for our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), to be held on December 10, 2025, at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time. The 2025 Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live audio webcast. The Company’s principal executive office is located at 725 5 th Avenue, 23 rd Floor, New York, New York 10022, and the telephone number is (212) 393-4540.

At the 2025 Annual Meeting, you will be asked to consider and vote upon the following matters:

(3) To approve an amendment to Section 4(a) of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 11,404,404 share of common stock to 11,720,750 shares of common stock (the “Equity Plan Proposal”);

(4) To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of common stock (or securities exercisable for shares of common stock), in one or more non-public financing transactions, in an aggregate amount exceeding 19.99% of the Company’s outstanding common stock or voting power, at a price that may be below the Minimum Price (as defined in the Nasdaq rules) pursuant to the issuance of shares of common stock (or securities exercisable for common stock) pursuant to those certain Advisory Agreements, as amended, with the Company’s Board of Advisors (the “Nasdaq Proposal”);

(5) To approve the renewal of the Rights Agreement, dated as of October 11, 2023, by and between the Company and Continental Stock Transfer & Trust Company (the “Rights Agreement”) and extend the rights granted under Section 7(a) of the Rights Agreement through October 11, 2026 (the “Rights Agreement Proposal”); and

Pursuant to our Second Amended and Restated Bylaws, our Board has fixed the close of business on October 13, 2025, as the record date (the “Record Date”) for a determination of stockholders entitled to notice and to vote at the 2025 Annual Meeting and any adjournment thereof. Holders of our common stock, Series D convertible preferred stock and Series D-1 convertible preferred stock are entitled to vote at the 2025 Annual Meeting.

You will be able to attend the 2025 Annual Meeting via live audio webcast by visiting Dominari’s virtual meeting website atwww.virtualshareholdermeeting.com/DOMH2025 on December 10, 2025, at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time. Upon visiting the meeting website, you will be prompted to enter the 16-digit Control Number provided to you on the proxy card that accompanied your proxy materials. The unique Control Number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the 2025 Annual Meeting on the meeting website.

Further instructions on how to attend and participate in the 2025 Annual Meeting via the Internet, including how to demonstrate proof of stock ownership, are available atwww.proxyvote.com.